EXHIBIT 3
[SKYEPHARMA LETTERHEAD]
Vital Living, Inc.
0000 Xxxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
Xxxxxx Xxxxxx
20 August 2003
We refer to the Agreement and Plan of Merger (the "Merger Agreement"), by and
among you ("Vital Living"), VLEN Acquisition Corp., Inc. ("Merger Sub") and
e-nutriceuticals, Inc. ("ENI"), dated as of the date hereof (the "Closing
Date"). Whereas it is one of the conditions to close of the merger contemplated
by the Merger Agreement that SkyePharma PLC enter into a binding commitment to
invest $1,000,000 in Vital Living subject to certain conditions being fulfilled
within 90 days, we hereby agree as follows.
Subject to (a) the Closing of the merger contemplated by the Merger Agreement
and (b) the receipt of final and satisfactory documentation, acceptable to us in
our reasonable discretion, establishing the consummation of a financing and the
actual receipt of $3,000,000 in a private equity offering of capital stock of
Vital Living on or before the 90 day anniversary of the Effective Time (as
defined in the Merger Agreement), we agree to invest $1,000,000 on the same
terms as the investors in such financing, provided that if such private
investors are offered differing terms, the investment will be made on terms no
less favorable than the most favorable terms provided to such investors.
SKYEPHARMA PLC
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Finance Director
